Code Knightmare
by The-Peanut-Gallery-CABZ
Summary: In an alternate universe, Lelouch and his friends team up with The Lyoko team to fight XANA, while Lelouch searches for the truth about his mother's assassination. However what they will find along the way, will change their lives forever. Updates weekly.
1. Prologue

Ashford Academy, France 1999.

In France, 1974 through 1994 the project Carthage was under the production in the Special Forces of France, led by Dr. Waldo 'Franz' Schaeffer. The goal of the project was to monitor enemy communications via supercomputer.

Marianne is an official in the France Government, and married the Head of the Special Forces Unit which developed Project Carthage, who was Charles Zi Britannia. She ended up becoming friends with a woman only known as C.C. Then C.C. eventually learned though Marianne of Project Carthage. She is then chosen to become the Representative of the Special Forces Unit to look over Project Carthage and make sure it is progressing well, mainly because of her learning about Project Carthage, and recommendation by Marianne.

In 1980, Charles zi Britannia was elected President of France though a corrupted election.

On December 5th, 1982 Lelouch vi Britannia was born. He was the son of the President the France, Charles zi Britannia. Thanks to C.C.'s connection with Marianne, she discovers the birth of Lelouch from letters Marianne sent her occasionally, and in the last letter she got, contained a picture of Lelouch, and kept it.

In 1986, Dr. Waldo and his wife Anthea Schaeffer had a daughter named Aelita. C.C. witnessed her birth, and became Aelita's life time friend.

At 10 years old (1992) Lelouch's mother was assassinated in her home. Lelouch accused his father of not doing anything to prevent the assassination and/or to aid in any way afterwards. His father became furious with him to accuse him of such a thing, and banished him to Japan. There he met, Suzaku Kururugi, and became friends with him.

After discovering the true purpose of Project Carthage, Dr. Waldo did not agree with purpose of it, so in 1993, he betrayed the Special Forces by creating Lyoko and XANA, to destroy Carthage. C.C. discovers 's betrayal before the Special Forces did, but cannot bear to betray Aelita, so she leaves her position to be with Aelita. Soon after, Anthea was kidnapped during their vacation to the ski lodge, so Waldo and his daughter along with C.C. go to a place in Boulogne-Billancourt, known as The Hermitage.

The Special Forces, as commanded by the president, sent the Secret Service after them to stop them.

However they fled to Lyoko to be protected from the Secret Service, and C.C. was elected by Waldo to be the Guardian of Aelita, and Aelita to be the Guaridan of Lyoko. However, XANA had become self-aware, and became malevolent and gained a self-directive to take over humanity. To do this, he had to get rid of his creator and Lyoko, as well as Aelita to prevent them from stopping him and his goals. However, C.C. (unlike Aelita) stayed in her tower, and hid from Lyoko, being a bit unaware of its alien environment. Later, using her Creativity power of modifying and reading data, she discovers XANA's presence, and goes into a containment sleep to protect herself from XANA. This happened before Lyoko was coincidentally turned off by The Men in Black.

XANA then managed to wipe Aelita's memory during one of the times she left the tower looking for her father by one of his creatures, The Scyphozoa.

After the sabotage of Project Carthage, the Ashford Family had created attention for itself after they created the Emergency Survival Cockpit in 1995, which after being taken into funding from the French Special Forces, they developed a technology known as Knightmare Frames. However, even with partial help from what they could salvage from Project Carthage with it's potential of computing power, they could not find a power source powerful enough to power the mechas. Therefore the project went underwater and was soon was presumed abandoned until a power source was found, which never was.

However, in the later months, they managed to create a training simulator to prepare future warriors to use these mechas when the power source was discovered; therefore academies in various countries under the control of the Ashford Family were made to train these warriors, disguised as a highly prestigious academy, that trained people how to use the most advanced simulators. (1996)

Lelouch was enlisted in the Ashford Academy of Japan in 1997 during his banishment.

After years of spending time in the Japanese branch of the Ashford Academy (1999), he asked Milly Ashford, who was the student console president, and granddaughter to the Ashford Family, to be transferred to the French branch of the Ashford Academy in Boulogone-Billancourt, France, because he claimed he wished to be home once again. She eventually transferred the entire student console of the japan branch of the Ashford Academy with Lelouch, so that they could be together as a group. Somehow she felt that he would be better off with them than without them, since he didn't have any friends in France anyways.

Not too far from the Ashford Academy, in 1998, a Valedictorian of the Kadic Academy, named Jeremie Belpois, went to a nearby abandoned factory to find parts for his robot project. However, by chance, he stumbled upon the supercomputer containing Lyoko, and he activated it, and along with it, a pink-haired female AI, who Jeremy dubbed "Maya". Also unaware to Jeremie, C.C. was also activated; however she decided not to make herself known to Jeremie, instead she decided to see how things turn out, because after reviewing the conversation between Jeremie and Maya, she discovers "Maya" is actually Aelita, and she had lost her memory, so she wanted to figure out why she had lost her memory, and what Jeremie was planning to do. Jeremie soon discovers that inside the supercomputer, existed an entire world known as Lyoko, that "Maya" was in. When she and Jeremie decided to see what was outside the tower she was in, she was attacked by strange creatures bearing a strange symbol. Eventually, it became evident that something else activated too. First, Jeremie was electrocuted by the vending machine when it showed a strange symbol, the same one that "Maya" saw on the creatures that attacked her on Lyoko. Then, while Jeremie is working on his robots, Jeremie's robots were possessed and attacked Jeremie, and Ulrich Stern came to save Jeremie. Ulrich, who had also witnessed the electrocution of Jeremie, was determined to learn what was going on. Therefore, Jeremie let Ulrich in on the secret of Lyoko and "Maya". Ulrich tells Jeremie the best solution would be to shut down the supercomputer, and call the police. However, Jeremie refuses to do so until he materializes "Maya" into the real world, stating he had found something that could possibly do so. His passion to materialize her was driven though his love interest in her, which Aelita also shared the same feelings.

It appeared that there are also Scanners too that are hooked up to the Supercomputer containing Lyoko. Jeremie hypothesized that it can scan and send people INTO Lyoko. Ulrich not believing in Jeremie of the scanners containing such capabilities, Jeremie suggests that they use a guinea pig, which turns out to be Ulrich's Roommate's dog, Kiwi. Ulrich's roommate, "Odd" Della Robbia, discovers this and follows him. Odd finds Kiwi, but Kiwi jumps out and gets virtualized on accident. Odd in trouble, confronting the same creatures as before, he sent Ulrich to fight along with him. Ulrich then spots a tower that had a red glow, which they had not seen before. (All the other towers had a while glow instead) Jeremie is then attacked by the wires in the room. After the two get devirtualized by losing all their life points in Lyoko, they go to save Jeremie just in time.

Another attack takes place, which prompts the team to return to Lyoko to get to the tower that had given off a red glow with "Maya". However, Ulrich being in the middle of a fighting session with her sprawling partner, Yumi, she refuses to let him leave unless he explains what's going on. He agrees and she promptly is introduced to the team. With the addition of Yumi, "Maya" makes it to the tower, and deactivates the tower though sheer luck, by her entering the tower, and touching a screen at the top, which recognizes her by a name she likes and seems to recognize, Aelita.

C.C. reviewed the battle data, and how the members interacted between each other and Aelita, she was glad that Aelita had friends of the same age group, to support her emotionally and to protect her, however she questioned if the maturity level of the group would be a problem in defending Aelita in the long run. Therefore she came to the conclusion that she had to materialize herself and get more 'mature' people to join in defending Aelita. She discovers the protocol to re-materialize herself (and also to erase all trace of her being materialized so that Jeremie doesn't discover her), and it works. She discovered that from her being able to be easily materialized, meant that something happened that permanently virtualized Aelita. It turns out, when the supercomputer was turned off, Waldo and Aelita were permanently virtualized, but it was because they were both awake when it was turned off, C.C. wasn't awake. (Imagine that Waldo and Aelita both were hard booted, and C.C. wasn't, and that the two lost their data to be materialized again from the hard boot.)

The team of Jeremie, Ulrich, and Yumi, swear an oath to keep Lyoko a secret and to materialize Aelita into the real world, and to counter the attacks, which Jeremie figures out is caused by a Rogue AI named "XANA", and C.C. ran off to live in secrecy as a member Ashford Academy, looking to find someone, hopefully, to help protect Aelita.


	2. Episode 1

**Code: Knightmare**

**Episode One - Unexpected Visitors**

**by The Peanut Gallery**

**Written by Zack The Great  
>Cheif Editor - Magmetor7<br>Accuracy Editor - Elemental Dragoon God  
>Editor - Onic1000<strong>

The sun rises in Boulogne-Billancourt, France. The moist, cold air welcomes all in the September morning. Members of the Kadic Academy slowly rise to the air's bitterness. Among those, is a very unhappy Ulrich Stern after being kept up till 3 AM because "Odd" Della Robbia's unusually loud snoring last night. Odd being his roommate.

Ulrich sleepily rises from his bed, only to still be in the presence of Odd's snoring. He throws his pillow into Odd's face to wake him.

"Get up dumb ass! We're gonna miss breakfast!" Ulrich yells.

Odd wakes up. "Hey, why did you do that? All you had to say was breakfast..." Ulrich goes to his dresser to get some clothes. Odd looks over at Ulrich, "I was having an awesome dream that we were on Lyoko, but only we were in these mechas, kinda like in that level of Space Blasters. It was really cool!"

Ulrich lets out a quick breath of air in displeasure as he puts on his shorts. "Well if you weren't snoring like a rhinoceros last night, I could have had a decent dream too!" Ulrich says.

Odd walks over to the dresser where he keeps his small dog, Kiwi. Since pets are not allowed at Kadic, he kept him in his room for safe keeping. Odd opens the dresser, and out popped Kiwi to greet him. "I was not snoring! You're just jealous that you couldn't have an awesome dream like I did. Isn't that right my little diggity-dog?" Kiwi licks his face repeatedly, "Hey cut it out that tickles!" Ulrich opens the window, and notices it is unusually chilly outside. However, it doesn't stop him from dressing in his normal attire, a light brown overshirt with a yellow undershirt. "Hey Ulrich," Odd asks as he dresses himself, "do you think it's possible that Jeremie could make mechas in Lyoko?" "Don't be ridiculous Odd," Says Ulrich, "that could never happen."

Odd and Ulrich meet up with Yumi Ishiyama and Jeremie Belpois in the cafeteria as they eat breakfast. Jeremie is too preoccupied on his laptop to care much for food, as he is mainly focusing on programming the materialization program for Aelita. Odd helps himself to his portion. "So what's up Einstein?" Odd asks Jeremie, "Had any luck with the materialization program for Aelita?"

"No," Jeremie tells Odd, "However, I was fortunate to have all my classes off today, so now I can work on the materialization program all day. This is good because I forgot some important data on the supercomputer that I haven't transferred yet to my laptop. I'll go over to the factory today and work with Aelita."

"Wow, how'd that happen?" Asked Yumi. "Well, it seems the only classes I have today are Gym, Science, and Math, and as you know, Jim got hurt yesterday and can't teach for a bit, Mrs. Hertz was in that accident dealing with the model of the solar system..."

Odd interrupts with a remark, "Yeah, what a klutz! It only takes a true halfwit to have to slip on one of the planets without noticing it! Hahaha!"

Jeremie clears his throat, "Anyways to top it all off, my math class was canceled, something about the teacher having a family emergency. She won't be back for a full two days."

"What if XANA attacks?" Yumi asks, "While you're at the factory?" "Don't worry," Jeremie assures. "I have your cell phones linked to the supercomputer. If there is any kind of XANA activity, let me know immediately, and head over to the factory while Aelita and I locate the activated tower."

"What about the rumors of the 'Green Witch'?" Ulrich asks Jeremie.

"Well, we already know it's not XANA, we already checked twice for activated towers whenever she supposedly appeared," Jeremie responds and adjusts his glasses with one finger, "It's nothing but silly superstition."

Odd finishes his food early, and gets up to leave the table, "Hey, I gotta go, I got to get to my art class! Smell ya later!" Odd yells as he runs from the table.

Yumi smiles and leaves too, "I also got class, Italian to be exact!"

"How about you Ulrich? You going anywhere?" Jeremie asks.

"Yeah, I gotta study hard for when the math teacher gets back. Lord knows she's going to pull a quiz out on us when she gets back," Ulrich replies, "I could really use a better grade."

Jeremie gets up, "Well then I'll see you later then, I better go to the factory now, better start working on that program!" he says as he runs off.

It turns out to be a normal day over in a nearby, more "private" academy known as The Ashford Academy of France. There, they were also having breakfast. Lelouch vi Britannia seemed to be deep in thought, playing around with his grub with a fork. Kallen Kōzuki grumbles to herself, looking off to the side at some guy in the distance. Suzaku Kururugi is put off by the group being more quiet than usual.

"So Lelouch," Suzaku asks as he gains his attention, "What's putting you off?"

Lelouch blows out a breath of air, "Well, I'm just thinking about... my father again." Lelouch continues to become distant in thought; however Kallen gets in Lelouch's face suddenly.

"Come on! How could you be worried about that when there's that good-for-nothing prick in our class?" Kallen rudely points him out, a tall senior with dark orange hair in a bit of a messy fashion.

"You mean Kenthi Shigurami?" Lelouch says, "What about him?"

"Haven't you ever noticed how he's such a cocky bastard in the class simulations? Always stealing my targets, going after me in battles, and what's worse, is that he makes me look like a complete fool!" Kallen slams the table in frustration.

"Now now Kallen, there's no need to get so upset..." Suzaku adds.

Kallen interrupts Suzaku's thought process though a swift punch to the face, "Try saying that again! I dare you! I double dare you!"

Lelouch sighs, and focuses his gaze on Kallen, who still is having a one-sided argument with Suzaku. Suddenly, the conversation of three girls in the background picks up his interest.

"Have you heard? One of the students went over to the factory and was scared so much by the Green Witch, that he's in the infirmary being treated for shock!"

"Wow! I would never want to head over there."

"Well, what do you think could be there?"

This was the countless time Lelouch had heard about this rumor. With his mind buzzing with curiosity, Lelouch looks at his food, then sighs, and gets up. "I gotta go guys, there's something I gotta check out."

Kallen's episode comes to a halt after Lelouch walks away. "Hey! I wasn't done telling you how much of a dork he is yet! HEY!"

In Lelouch's room, he opens up his laptop. The labtop is white with the symbol of the academy on the back of it. He opens it and starts researching on the internet though the media on anything about the Green Witch of the Factory. Lelouch spends a few hours looking over stories he has already read. The question grinds in Lelouch's mind. Who or what was this Green Witch, and why was she always at the factory? What was she hiding?... or protecting? Lelouch discovers a website that held a story about the Green Witch, and it containing details such as more about the factory. Just before he could continue his research, the bell rings. "Damn, I'll have to go back to this later." Lelouch says with displeasure as he shuts his laptop and takes it with him.

Walking down the hall to his Dynamic Control classroom with Kallen, he notices the hallways are more congested than usual. Lelouch just focuses on getting past the mass, while Kallen looks out eagerly for Kenthi, who shares the class with them, "Just wait till I get my hands on him, I'm going to-"

Kallen's sentence is cut short after Lelouch collides with a woman with bright green hair and gold eyes. They both tumbled down to the ground, and Kallen looks a bit stunned.

"Hey watch it!" Lelouch says as they both get up.

"Sorry about that..." She says distantly, before getting a good look at him. She then perks up, like suddenly she became aware of something. She begins to ask him a question, "Ah! A-are you Lelo-"

But before she finishes, Lelouch runs off with Kallen. "Sorry! Don't have time to talk right now! Going to be late for class!" Lelouch says as he runs off.

The girl stands there for a second, then thinks to herself with a more serious look, _I found you at last, Lelouch vi Britannia._

At lunch, Lelouch skips eating and heads up to his room to continue researching in private. He returns to the website in which he discovers more information. "The factory is said to be built on an old witch ritual site, built around 1975, it went out of commission in 1992. Records hold that it once belonged to the French Government. It is unclear what they made there..." Lelouch is intrigued in the fact that it once belonged to the French Government. Not buying the 'witch site' conspiracy, he thinks that maybe something about the origin of the Ashford Academy was, and perhaps about his mother's assassination, lies in that factory. Lelouch thinks to himself:

_For as long as I can remember, everyone has tried to keep me in the dark; my father about my mother's death, and the school for not telling me about its exact origins and its purpose. It seems too sophisticated to be of regular purpose, since it's so military focused, especially these simulations we go through. They say we are just learning about computers and simulations... but I don't buy it for one second._

He doesn't find anything else to be useful. "That figures... nothing else... Maybe I should go investigate the factory myself..." Lelouch says out loud, unaware of Kallen being right behind him.

"Investigate what?" Kallen asks as she appears, resting her arms on his head looking at him curiously. "None of your damn business, now leave me be."

"Aww come on! You're no fun! I'm not leaving this room till you tell me what's going on." She says as she closes and blocks Lelouch's door. Lelouch sighs. Suzaku knocks on the door, and Kallen looks at the door.

"Who is it? No visitors!" She yells.

"It's me Suzaku!" Suzaku says as he struggles to get the door open, "Let me in Kallen!"

"Hmph, fine." Kallen says as she steps to the side, and Suzaku stumbles in, then she shuts the door and continues to block it.

"Hey Lelouch, what's going on? This is the third time you've skipped out on lunch." Lelouch looks at both of them, then sighs again.

"Well, there's just this rumor I'm just so curious about... the Green Witch of the Factory... she must be hiding something... perhaps something linked to my father... and I'm going to figure out what it is."

"Oooh, a mystery! I love a good mystery! Count me in!" Kallen says in excitement.

"I'm going too." says Suzaku. Lelouch looks down for a second, and then looks at them with a smirk. "OK, let's go now. While we still have the time." C.C. overhears this conversation though the door, and bolts for the factory.

Suzaku drives a motorcycle, while in the passenger seat, Lelouch is fighting for comfortable position while sitting with Kallen, who is sitting in between his legs and gave him little room to move.

"Hey! You think you could drive a bit faster? My legs arefalling asleep." Kallen yelled at Suzaku, who is trying to concentrate on the road. Lelouch became annoyed.

"You're legs? I should be more worried about you crushing my-"

"Look, there's the factory!" Suzaku interrupts. The factory in the distance looks very abandoned, with moss covering it, making it look very green against the blue sky. They stop in front of the factory, and make their way across the bridge slowly. "Ah... this place gives me the creeps." says Suzaku. The three continue to silently walk towards the factory, upon reaching the enterance, they stop.

"Damn, nothing." Lelouch says to himself.

"Well there's nothing here, let's go." Kallen says hastily, being bored already. Lelouch sees a green light that seems to call out to him, near the elevator inside.

"Wait," He says, "There's a light in there. I'm going in to check it out." Suzaku follows Lelouch inside, but Kallen stands there at the entrance.

"What? You afraid of a witch? Or abandoned factories?" Lelouch says to Kallen with a smerk. Kallen grunts in anger and chases after them.

Lelouch arrives at an elevator inside the factory. "Judging from the age of this elevator, it should still work." Lelouch says.

"Are you sure?" Suzaku asks. "Positive." Lelouch says as he enters the elevator.

"Well what are you guys waiting for? Get in!" They follow him into the elevator, and press the button to go down. The door shuts slowly as they go down. The elevator rocks and creaks, shaking the elevator momentarily. They hear a loud bang, like something landed on top the elevator. Lelouch looks at the ceiling.

"Ah, let's hope that sound wasn't something bad." Lelouch calmly looks over to Kallen, who seems to be nervous, but as soon as she notices him looking at her, she makes a quick "hmph" and looks away and regains her posture.

Jeremie types away at the supercomputer's terminal, working on the materialization program. "Jeremie, how's it going?" Aelita asks Jeremie.

"It's going... ok. I think I might have a way to convert the polymorphic data into working atoms, now only to get them to turn into organic-" Jeremie's usual babble on over-explaining is stopped by the loudness of the elevator stopping. It makes a loud creaking noise, making Jeremie jump.

"Is something wrong Jeremie?" Aelita asks.

"I think... we have unexpected guests." The elevator door opens, and Lelouch, along with his friends, stand there in amazement of the technology in there, and the sight of the boy sitting there just confuses them. Jeremie turns a bit annoyed and afraid; he punches in the number for Ulrich on his cell phone. Unfortunately, it turns out that Ulrich decided to take a quick shower because of a little accident on Kiwi's behalf, and did not hear the cell phone go off. Jeremie, worried about the look and age of Lelouch, charges after them to try and push them into the elevator and press the button to make them go back up. Lelouch easily gains control of Jeremie by simply grabbing his arm and holding him up in the air.

Helpless, Aelita becomes very worried about Jeremie's situation, "Jeremie!" Suddenly, a strange lady, with green hair and eyes wearing a white robe jumps down in front of Lelouch to stop the conflict.

"Lelouch, let him go!" she says. Lelouch did so, being rather surprised about the fact that it was the same girl he bumped into at the Academy. Jeremie hits the ground hard and groans in pain, not being very tolerant to it. Aelita sees the girl, and suddenly has a vague flash back, something she barely can make out. She vaguely remembers seeing her before, but where she cannot make out.

"Hey..." Aelita says, "uhm... do I know you?" Everyone looks towards Aelita on the computer interested but confused on who she was talking about, however the green haired girl knew she was talking about her.

"Me?" she asks as she approaches the computer.

"Yes, I feel like I know you from somewhere..." Aelita says.

The girl stands there a bit, thinking, then says confidently, "Yes, you do."

Lelouch then looks at Jeremie and the girl, "Ok, what's going on here? What's all this? Who are you people?"

"Ahh, what a beautiful day! No gym, no math, and I get Jeremie's portion!" Odd says delightfully as he chows down on his food.

"You almost sound glad that Jeremie is gone," Ulrich says, "I just hope he's alright."

Yumi smiles at Ulrich, "Don't worry, I'm sure he's fine." Ulrich changing the subject, looks over at Odd, "So, how did art class go?"

"It went all right, we were supposed to sketch a wild animal, so I sketched Kiwi with tiger paws!" Odd says triumphantly.

"How did that go?" Ulrich asks.

Odd sighs, "The teacher gave me a D, told me I wasn't focusing enough on the subject.

"Since when do you ever focus on anything?"

"Hey! I can focus for your information. I did just fine on the assignment, but the teacher just doesn't appreciate Kiwi as much as I do."

"It'd be hard for anyone to."

Odd looks at Ulrich with digest and menacingly bites into his desert. Ulrich looks at his watch. "Hey, does anyone know when Einstein is supposed to get back?"

"Beats me," Yumi says, "I never got to ask him."

Sissy then walks by the group, "Hey, looks like your missing one dork! What's the matter, he decides his computer was more important than his lunch?"

Odd looks at her confidently, "Anything would be better than eating within 5 miles of you Sissy." They laugh as she stomps off.

"So, let me get this straight," Suzaku asks, "you and your friends fight against a virus named XANA on this cyber world called Lyoko, and you're trying to materialize this AI named Aelita?"

Jeremie nods. "That's basically it in a nut shell... and your guys' names are, Lelouch, Suzaku, and Kallen?"

They all nod except Lelouch who scoffs, "Well, at least let us see this 'Lyoko'; it might be just some stupid video game for all we know."

Kallen insults Lelouch's suspicions, "Yeah sure, and this just happens to be one giant console with controls that only an Astronaut would know." Jeremie looks to Aelita, and she nods. Jeremie pulls up a screen showing the visuals of the Forest Sector from their previous battles. Lelouch is surprised, and slightly angered. "What the hell? These look like the simulations over at our Academy!"

"Simulations?" Jeremie asks, "What kind of simulations?"

Lelouch looks at him, "Fighting simulations, mainly of mechas. They also teach programming there too. They say it's all for teaching people how to make simulations, use them, run them, and how to program in general, but I don't buy it, not for a second." Lelouch looks over to the green haired girl, "And what about you? Who are you anyways?"

She stands there in a confident pose, as if she knows something he doesn't. "My name is C.C., that's all you need to know." Lelouch becomes angry and clenches his fist. "Wait a second? Are you that Green Witch that everyone has been talking about?"

She nods, "The one and only."

"Then how come you're always snooping around the factory scaring people away, and how come you haven't scared these 'Lyoko Warriors' away?" Lelouch asks commandingly.

"Yeah, and why does Aelita remember you somewhat, and you remember her?" Jeremie asks demandingly as well.

C.C. sighs, feeling pressured, she feels no choice, "Well, you see..."

Aelita interrupts, "Jeremie, I feel pulsations. XANA has just activated a tower in the Forest Sector."

Jeremie clenches the top of his nose, "Oh no, just what is he up to now?" Jeremie then proceeds to call Ulrich on his cell again via the super computer.

The electrical box in the kitchen starts to spark, and a plume of black smoke that seems to be alive moves over across the faucets in the kitchen, and activate them to full blast. It then moves over to the security box and enters it, making it spark and the doors lock. Ulrich's cell rings, and he answers.

"Yeah Jeremie?"

"XANA has activated a tower on Lyoko, you have to get to the factory right away!"

"Ok, we are on our way."

"Bad news guys, XANA, we gotta go to the factory now." Ulrich says to the group. They nod and run towards the door of the cafeteria to exit, but it seems not to budge.

"Damn, the door is locked!" Ulrich says to Yumi and Odd.

"Yeah, but that's the least of our problems!" Yumi says as she points over to the water starting to fill the kitchen, starting to leak into the cafeteria.

"I don't know about you, but I'm out of here!" Odd says as he attempts to jump through the window. However, he gets electrocuted as he slams against the glass, and catapults back.

"Ow! That was a shocking experience!" Odd exclaims.

Yumi calls Jeremie, "Jeremie, we got a huge problem here."

"WHAT? Trapped? Water? Oh no... this is bad." Jeremie says worried and stressed, thinks for a second, then sighs.

"Ok, if you guys promise to keep this a secret, I need your guys' help against XANA. The rest of the group is trapped and there's no way for them to get there."

The group looks at Lelouch, and he nods. "I see no harm in keeping a little secret."

"Good, then you guys will need to enter the elevator and go down to the scanner room on the next floor down. You too C.C." C.C. shakes her head.

"Oh no, I'm not going in there," C.C. says "I'll go down there to make sure they get into the scanner, but I won't go." C.C. then thinks to herself, _At least not yet._ Jeremie looks down in frustration with his eyes closed, "Fine, fine just HURRY!"

All four enter the elevator and go down. As they go down, C.C seems to stare off into space, and the rest of the three can't help but just stand there, wondering what's going to happen next. The door opens and they see three scanners in the room, they step out of the elevator and hear Jeremie over the intercom.

"Enter the scanners and I'll virtualize you into Lyoko. Hurry! XANA just sent some monsters to Aelita's position." Suzaku and Kallen walk into the room and enter the scanners.

"This better work!" Kallen says to Jeremie. Lelouch, about to enter the scanner, is held back by C.C. holding his arm. This conctact makes Lelouch enters into his conscious, and sees strange and altered visions of power, and mind.

"Lelouch. I sense the battles ahead would be more difficult and twisted than anything you could ever imagine. I can help you, if you accept this contract. I will give you the Power of Kings, however it will change you, perhaps isolate you. But you, you want to live to find the truth? Then let me give you this power."

"Very well, I accept this contract!"

Lelouch collapses on the floor, C.C. kneels to him to help him get up. "Come on Lelouch! We don't have time to mess around!" Jeremie shouts. Lelouch gives a smirk and walks into the scanner. A thought passes though him: _What the hell have I gotten myself into?_ The scanner door closes.

Jeremie takes a deep breath, and then starts up the processes required. "Here we go." The scanners start to activate and make a humming noise.

"Transfer Lelouch."

"Transfer Suzaku."

"Transfer Kallen."

Their bodies start to levitate in the scanners, they close their eyes from the brightness of the light inside. The supercomputer starts to write the new data as air starts to blow inside the scanners.

"Scanner Lelouch."

"Scanner Suzaku."

"Scanner Kallen."

A glowing ring scans their bodies, slowly going from the feet up. They feel their bodies start to rotate counter clockwise slowly. Their start to feel more energy in the air as the wind starts to get more powerful underneath them. The supercomputer record's their physical attributes and their mental attributes as well.

"Virtualization!"

They feel a sudden pulse of energy, then see a light. Then, they start to feel lighter, and lighter, till they feel like they weigh nothing.

Lelouch wakes up face down, the first thing he notices is his lack of feeling of warpth in his body. He gets up fast, and becomes dizzy. He holds his head, trying to comprehend the situation. Lelouch notices that he is in the sector he saw earlier, the forest sector. He looks at his hands, then at the rest of his body. He notes he is wearing all black clothing with 2 singular stripes going down his chest and down his legs, and is wearing a cape. He also is wearing some kind of dark purple helmet with a black oval for a face, like a computer screen. Mysteriously it seems the blackness doesn't affect his vision, as he sees everything as clear as day.

"Where am I?" Lelouch says, he looks over and sees Kallen on the ground, trying to get up. She is wearing a crimson outfit with lines and circles, like in the same fashion as Lelouch. She has giant, rose pink metal gauntlets, 2 to 3 times the size of human hands, with visible pistons going down the length of the wrist. She looks at her hands, and jumps back.

Lelouch expected her to freak out, but instead she makes a dramatic pose. "So cool! I got big metal hands!"

Suzaku lands to the right of him, and examines himelf. "Awesome!" He is in a white outfit with gold lines separating the dark blue part above his chest including his arms, and he is wearing white gloves. Two singular lines also fashion his clothing the same way as the others, except that he notices that his shins have on them what looks like to be weights that have green thrusters on them. Lelouch looks around for more things out of place.

"OK, we're here, I think." Lelouch says. Jeremie, watching the screen, sees some enemies heading towards them. "Watch out, two Kankrelats heading your way!"

Lelouch looks ahead, and sees them. He backs up a bit and searches his person for a weapon. He finds a handle on his back and unsheathes a sword, one that resembles a katana, and has a strange stone in the middle that glows red and has unreadable markings on them. On the end is what looks like to be a dark red ponytail, where its hairs never separate from it. He looks towards the Kankrelats, then rushes towards them. He swings his sword at one, as if it was as light as a feather and sliced though the Kankrelat like it was butter. The other one charges up a shot, aimed at Lelouch.

"BANZAI!" Kallen has jumped into the air and slams her fist into the Kankrelat and crushes it completely, making it explode under her fist, which also created a crater in the ground. "Damn that was easy!"Kallen says triumphantly, "I just wish I could punch Kenthi that hard!"

Jeremie is surprised by their current powers, and sees yet another enemy rolling their way, this time a Megatank. "Watch out! You got a Megatank behind you!"

Suzaku looks and sees it, and dashes towards it with amazing speed. The Megatank opens and charges its shot. Just as Suzaku gets close to it, it closes, but he attempts to roundhouse kick it with his shin guards. He hits it with amazing power, and sends it rolling backwards a ways, then it stops. Suzaku tries it again, but this time, with more force, and towards the side more. "SPINZAKU KICK!" He slams into it with his shin guard and it goes flying into the digital sea. The leg he kicked with slams into the ground creating a crater, immobilizing him for a moment.

Suzaku then makes a remark, "Wow, I knew I could kick that hard... but that was powerful." Aelita detects the tower and runs to them, "The activated tower is south west of our position. It's not that far, but hurry!"

Back in the cafeteria, there is a panic. The water is slowly rising, and so far, all attempts to escape have failed. The water is up past their shins, making it hard to run. Ulrich continues to try and bust down the door, by running back and jumping into it with his shoulder. Odd and Yumi watch as he tries, but each attempt is not even making it budge.

Odd gets an idea, "How about we kick it in unison on three?" Yumi and Ulrich nod, and approach the door. "One, two, three!" They kick the door, and it shakes, but still no dice. They continue to try, Yumi backs up and calls Jeremie.

"Jeremie, we can't get out of the Cafeteria, we keep trying to burst down the door, but it's not working! And the water is rising more and more!"

"I have sent Aelita to the tower with some, unexpected visitors. They discovered the super computer, and under pressure I had to trust them. Especially this weird green haired woman appeared out of nowhere and intervened when they had me restrained."

"The Green Witch?"

"Apparently so."

"Are you sure you can trust them?"

"I don't think we have any other choice Yumi."

Yumi sighs. "You're right."

"Don't worry, they are almost to the tower, they'll deactivate the tower in no time."

Yumi turns around and sees Ulrich running to the kitchen. "Guys I found the source of the water!" Ulrich says signaling them to follow. They run into the kitchen and see the faucets. They attempt to turn off the water by turning the faucets, but it won't budge, even with brute force. Odd tries to shove a rag into the faucets, and the water stops.

"Yeah!" Odd says triumphantly, but his victory is cut short by the faucet rumbling, then rupturing open, making even more water pour out.

Way to go genius." Ulrich says.

"Hey I didn't know it was gonna do that!" Odd replies.

Aelita runs with Lelouch and the others towards the tower. "That's the tower we have to deactivate?" Lelouch asks Aelita.

"Yeah. That's it." Aelita replies. Suddenly, two Megatanks come out from behind the tower in a pincer formation.

"I knew it looked too easy." Aelita said.

"Two of them? This can't be good." Suzaku said. Both Megatanks opened and started to charge up. Aelita backed up, while Lelouch ran to one of them right as it was about to charge, but it fired right towards him, however Kallen jumped in to push him out of the way, just missing the laser as well.

Kallen looked at Lelouch, "Are you crazy? You could have gotten killed!"

Suzaku ran towards the other tank starting to charge. "If I can kick one of you off, I can do it again!" he says as he jumps into the air, "Spinzaku!-" Just as he finishes saying his phrase, he gets hit by the tank's blast. He devirtualizes in the scanner and falls flat on his face, fainting in pain.

Lelouch starts to feel anger build inside, he starts running to one of the tanks, but Kallen decides to go in front of him, "Leave these guys to me, and deactivate the tower!"

Aelita nods and run towards the tower but is blocked by a Megatank. She backs up slowly as it opens. Kallen punches the right Megatank and it closes to try and absorb the punch. The recoil of the punch is absorbed into her hand and the pistons inside fly to her hand across her wrist. They cause a force to be emitted, like a second punch. So powerful it left a dent on the Megatank and made it roll backwards into the virtual sea. Kallen runs around the tower and tries to punch the other Megatank from behind, but it quickly turns around catches her hand when it closes before she lands a blow. She tries to pull her hand out as it charges up, but it's no use. It fires and she gets devirtualized, and falls to her knees, and is frustrated that she did something so stupid. The other tank rolls behind Aelita blocking her escape, and three Kankrelats appear to block her sides. Jeremie became very stressed out as he notices her blockade, and he thinks to himself. _Oh no, this is the end!_ The tanks open up and start to charge, and so do the Kankrelats.

"SHADOW STEP!" Lelouch suddenly appears next to Aelita, and pushes her out of the way. He unsheathes his sword and looks at one of the tanks, then the other. They both fire, and he somersaults out of the way. The hit each other and makes both tanks explode, causing the Kankrelats to shake, and miss their targets by a hair. Lelouch lands and slices two of the Kankrelats in half. Aelita runs towards the tower, but is shot in the side by a Krab. She falls over, and slowly looks towards the Krab. As it stands there overlooking her, it charges its shot. He looks at her, and he picks up the last Kankrelat and throws it in the laser's path, and it blocks the laser and destroys the Kankrelat. The crab unphased, tries to fire again as Aelita slowly crawls away from it.

In the cafeteria, the water is half way up, with the water pipes starting to burst from pressure, making matters worse. Everyone is either on tables or is in the water. Odd swims to the bottom and tries the window again, it's not electrocuted anymore, but it still won't budge. He slams against it, but no use. He swims back up to the top. Ulrich is stuck in the water as Yumi is on a table near him. She notices he is struggling. His pants are caught on the corner of a chair leg going down submerged in the water, making him struggle to stay afloat. She reaches out to him and he reaches out to her.

Aelita then gets up, and backs away faster, but the Krab hits her in the thigh. She falls on her side again, unable to get up. "Aelita, you only have 100 life points left! One more hit and it's all over!" Jeremie says in stress and worry. Aelita whispers his name, "Jeremie...", then the Krab fires.

"Nooo!"

Lelouch shadow stepped right to her and picked her up, and threw her into the tower, just as he is hit with the laser instead. He slowly devirtualizes as he falls. He looks towards the tower and thinks to himself. _Just in time..._

Ulrich loses his battle fighting the chair and he becomes submerged in the water, his hand just about to enter the water, is grabbed by Yumi, her back up against the ceiling as she crouches on the table floating on the water, tries to pull him up. Odd, already submerged, is trying with his last breaths to burst open the window. It vibrates as he hits against it. He eventually loses the will to try and floats there waiting for death. Yumi pulls Ulrich half way out of the water, and the table topples over, causing her to slide into the water. She tries to swim to the top with Ulrich, but she can't pull him to the top as soon as her head is unsubmerged, her arms are too tired.

Aelita finally recovers from being stunned by the throw, and walks to the center of the tower. She levitates to the top of the tower, where she is met with a screen. She puts her hand on the screen, and it recognizes her. At that moment, Odd starts to drown, then Aelita puts in the code, Lyoko, and the water stops, and the door bursts open, making all the water rush out. Everyone there is unconscious, and Yumi looks around in panic. She runs to Ulrich, whose pulse starts to fade. Jeremie, unable to reach Ulrich because of his phone dying in the water, thinks of only one thing he can do. He looks at one of the programs he pulled up on the computer since the first incident, called "Return to the past." He runs it, hoping that whatever damage was caused by XANA will be reversed. He hits the enter key on his computer.

"Return to the past now."

"So, you really wish to join us?" Jeremie asks Lelouch, being back in the lab with Odd, Yumi, Ulrich, Kallen, and Suzaku.

"Yes," Lelouch responds, "there's something up with this Lyoko that strikes me in a way... that makes me think that, maybe, there's a connection between it and the simulations at the schools."

Kallen cuts in, "And I am not gonna let Lelouch hog all the fun on Lyoko! I want to rough more baddies up!"

Suzaku clears his throat, and looks at Jeremie and shrugs, "I got nothing else better to do."

Yumi looks at them a bit suspiciously, "Are you sure we should trust them Jeremie? I mean, they do look older, they might be up to no good."

"I trust them," Jeremie says, "they defended Aelita from three Megatanks, and Lelouch even saved you guys at the last second by throwing Aelita into the tower, I have to admit that might not have been the most graceful way of entering, but it worked, and she deactivated the tower."

Ulrich looks over to his side, "Well, how can we be sure about them keeping this a secret?"

Lelouch looks at Ulrich, "I see no reason why to tell anyone, especially since I might learn a few things about my father." He looks over to his friends. Suzaku looks to Lelouch.

"I won't tell, you have my word Lelouch." Suzaku says to him with a smile.

Kallen puts her arm behind her head and stretches out, "I wouldn't tell, besides, I don't want that know-it-all to get ahead of me in my training, and Lyoko is the perfect way to become better than him! It may not have the mechas, but it's better than nothing!"

"I also think we should trust them," Aelita says, "They did save me after all." Aelita smiles at Jeremie, and Jeremie smiles back at her.

Odd gets up, "It's settled then, welcome to team Lyoko guys!"

Lelouch smiles, then notices that he has to get back to class. "We're gonna be late for class guys! Let's get going." All three of them including C.C. enter the elevator and go up. "See you soon, Jeremie." Lelouch says as the door closes. As they go up the elevator, Lelouch thinks to himself:

_One day... I'll find the truth._


	3. Episode 2

**Code: Knightmare**

**Episode Two- New Found Powers, and enemies**

**by The Peanut Gallery**

**Written by Zack The Great  
>Chief Editor - Magmetor7<br>Accuracy Editor - Elemental Dragoon God  
>Editor - Onic1000<strong>

"Good afternoon class!" The teacher said to the class as the bell rang to signal the start of the class. Lelouch and Kallen, along with Suzaku were in their Advanced Maneuvering Class.

Each student sat at a station which looked like the inside of a cockpit. In front of them was the main screen that allowed them to see everything their simulated Knightmare Frame could 'see', with markers and gauges that helped them aim their main weapons. Their main screen also harbored windows on the left and right that would show the different directions of the Knightmare Frame, so that they are not restricted to just one view.

Attached to the main screen were 4 other sub screens. To the left, was a screen that showed various statuses of their Knightmare Frame such as energy levels and current speed. On the right, was a screen that showed a translucent image of their Knightmare frame, serving the purpose to show how much of which parts are damaged. When a part gets damaged, it glows red, the more damaged it is, the more red the part glows

On the top were two screens that showed the basic scripts running that make the simulation of the Knightmare Frame run, and the simulation run all together. Those screens were mainly for debugging purposes though.

On the sides of the seat were joysticks, one for each side. They manipulated the Knightmare Frame to go certain directions, and to aim as well. On the top of the joysticks were red buttons that when pressed, fired or charged then fired when released, a weapon based on their priority settings.

The teacher had his own desk, riddled with screens that would monitor everything about the simulation that is running. The teacher from that desk could even manipulate the simulation at will to make it harder, or easier, or to fix a problem.

The entire room was massive to accommodate for all this equipment. Each cockpit looked like a black capsule on the outside but it's back was open for easy access. Wires ran in and out of places, and giant wires strung up in a twisting formation to the ceiling.

The teacher made his usual rounds to make sure no one was having any problems with the cockpit or starting up their Knightmares, then he went to sit in his desk. He then spoke to the class.

"Today, we are doing a fairly simple exercise. We are practicing hitting targets with primary and secondary weapons effectively." He said as he sat down.

In the simulation, all their Knightmare Frames stood in a row, each of them personally colored to differentiate one from the other, since they were all the same model. Lelouch's was black, Kallen's was Rose, Suzaku's was white, and Kenthi's was goldenrod.

"Kenthi, would you demonstrate to the rest of the class how to do this exercise effectively?"

Kenthi nodded, "No sweat."

He went into a bolt forward, a target appeared and he fired his primary cannon, a standard energy cannon, at it. As it exploded, he jumped and landed on his hand and fired at the one that appeared behind him. He leapt forward off his hands to land on his legs again, and then dashed forward towards two rows of targets. He fired his energy cannons at them with both arms, hitting each target precisely. When all the targets in that row were eliminated, he jumped up to vertically land on the pillar near to him, he then dashed and ran against the side of the pillar, and fired at targets that appeared to him.

His class was amazed, as always. Except for two particular people, Lelouch, watching and analyzing his style, and Kallen, become very angry and envious as she watched him hit the targets.

Kenthi then turned around at the end of the pillar and jumped down and twisted himself to aim at the pillar. Targets started appearing on it's surface and he fired at each one of them. He then landed facing away from the pillar, then one more target appeared and he reversed dashed into the pillar, elbowing the target, thus causing the pillar to topple over.

He stayed in that pose as the dust settled. His teacher clapped in amusement, "Excellent job Kenthi! Let's just hope your classmates can do at least half of what you did!"

Kallen gritted her teeth. "Teacher's pet."

The teacher raised his hand up in the air, then swung it down to press the start button on his computer. Suddenly, targets appeared everywhere. All the students dashed in various directions to pursue the targets.

Each time a target was hit, the student got 10 points. Who ever got the highest score got the highest grade for the day. Lelouch and Kenthi always tied for first, despite that Kenthi sometimes barely even gives notice to his existence. He always focused his attention to Kallen of all people, who came up in 2nd or 3rd usually.

Kallen furiously perused the targets near Kenthi, trying to weed him out of points. However whenever she got even close to one, Kenthi would hit it. Sometimes he would taunt her, "Haha, was that your best?" "Ohhh, so close!" "Sorry, I meant to hit the other one! Haha! My bad!"

Kallen became angered by his shenanigans, she couldn't hit one target, so she tried to break away and hit her own targets. She hit a few, but then Kenthi came in and started to block her from hitting the other targets.

"Can't get enough of me can you?" Kenthi boasted.

"You're the one who is always following me! Creep!" Kallen shouted back as she shoved him out of the way to advance on more targets.

Things continued like this for a while, at this point in time, Kenthi was in first, Lelouch was in second, and Kallen was in 5th, behind Suzaku who as in 3rd. There was only 30 minutes left in the simulation, and Kallen was behind Kenthi by 1700 points.

Kallen thought about Lyoko, how she fought there. Then it dawned on her, a crazy idea but to her, she thought, it could work. She decided to follow Kenthi to a target, then as he was about to fire, she came out of nowhere and she slammed her fist into the target, thus successfully acquiring the points instead of Kenthi.

This happened so fast that Kenthi still fired anyways, before noticing that he didn't get the points. He looked to his right at Kallen who was taunting him. "Ha ha! I stole your target!"

Kenthi resisted the urge to shoot her, as attacking someone's Knightmare frame in these kind of simulations resulted in losing all your points and being ejected from the simulation. He went from angry, to cocky, and smerked at her. "Let's see you do that again!" Kenthi shouted as he dashed to the left of her.

Kallen had unbelievable luck. Without using ANY of her weapons she stole every target Kenthi tried to get. Kenthi continued to grow even more annoyed. Never once has this happened to him. Even worse, is if he lost to her, he would lose his pride, and as well as his perfect 1st-place streak.

15 minutes before the simulation ended, Kallen was in 2nd, beating Lelouch by 10 points and behind Kenthi by 20 points. Kenthi knew that if she hit three more targets, and was able to stay ahead for the rest of the time, she would beat him.

He could not allow this to happen, he tried so hard to stay in the lead. He thrusted towards one target and was just about to at least touch it, then Kallen came out of nowhere and hit it first. Two more targets to go.

Suddenly, from the crevices of the opening in the ceiling, a black plume appears and makes its way down to the simulation capsules, morphing and twisting at every turn.

In the simulation, Kallen runs ahead of Kenthi down a narrow hallway, running after a fast moving target. Kenthi continues to try and get ahead of her, but so far all attempts have been unsuccessful.

Kallen tries to fire at the target, but misses a few times. Kenthi laughs behind her, "What's the matter? Your aim is sucking more than usual!"

Kallen growls at him in detest. Kenthi jumps up and fires a rocket out of his mecha's wrist, and shouts "HA!" as he does so. The rocket whizzes past her and hits the target, but suddenly two more appear behind it out of the smoke heading right for them. Kallen being ahead obviously has the advantage as she punches both targets simultaneously.

"What was that," Kallen mocks, "I couldn't hear you over the sound of you eating my dust!"

Kallen boosts off. One more target to go.

Her adrenaline boosted as she saw the last target in the simulation appear. It was gold in color and was huge, it appeared in a place protected by a shield against a giant pillar in a huge room. It looked this way to signify it was the last one. By chance, Kallen and Kenthi appeared in that room out of the hallway they were just in.

Kenthi growls as he sees her boost up. "I GOT IT!" Kallen shouts in joy as she thrusts towards it as fast as she could. Kenthi, desperate and his mecha not being built for close range to rival her's, he fires at the shield with all his weapons.

"ALL CANNONS FIRE!" He shouts as he aims all his weapons at the target and fires. Missiles and lasers burst from every weapon he could fire. The projectiles slammed against the shield, but to no avail. It was just too strong.

Or so he thought that was the cause. It was in fact a no-projectile shield, as it became clear to him when Kallen phased though the shield physically in her mecha. The energy from the inside however tried to push her away, but her determination progressed her further and closer to the target.

Meanwhile, the mysterious plume reaches Kenthi's capsule. It enters the wires and suddenly, Kenthi is locked out of his simulation. XANA's symbol appears on all the screens as the color scheme of his simulation to red.

"What the hell?" Kenthi exclaims as he tries to get himself out of the lock out. He looks at the code monitors and notes how the code is red, glitchy, and constantly changing. Kenthi, figuring out that obviously something is wrong, tries to leave his seat, but becomes restrained by wires.

The black plume reappears out of the wires in which are constricting him, and enter his nostrils. He grunts and closes his eyes. Then reopens them, to reveal that he is under the control of XANA. His puples are now his symbol, and the restraints are removed as he controls Kenthi to control his mecha.

Kallen nears the target, and right as she attempts to touch it, the shield starts to bend into itself. Her mecha displaces the energy as it moves towards the target. Just as her mecha becomes consumed by the shield, it bursts and she flies forward.

"Nooo!" Kenthi shouts with a mechanical undertone, and bursts towards here at a speed surpassing the restrictions, as lifted by XANA.

Even with his new found speed, he is unable to stop the inevitable. She touches the target and she gains the last 5 points. Kallen has finally beaten Kenthi.

The teacher announces Kallen's victory, "Unbelievable! Kallen finishes in first, as Lelouch finishes in 2nd! Followed by Kenthi!"

As the teacher goes on his surprised rant, Kenthi grows angry. His burning hatred for what had just happened feeds XANA's control. Suddenly, he screams, and the entire simulation environment changes from a calm cyan to a violent red.

The teacher becomes aware of the problem, and is unable to eject the students from the simulation. They are stuck, unable to escape their fate that is about to unfold.

The students start to panic. Lelouch, becomes confused but frustrated as he is unable to figure it out, "What the hell is happening?"

Class is in session in Kadic, Jeremie and Ulrich are in science class. Jeremie happily takes notes as Ulrich struggles to concentrate on the subject. Odd is asleep at his desk, and suddenly starts snoring and talking.

"But I don't want broccoli on my steak... it's good without it. Zzzzzz" Odd says sleepily. The class stops and laughs at his comment. The teacher becomes annoyed and frowns at him.

"Well Odd, since you seem to be so interested in food right now, why don't you go to the principle's office and see if he will give you something to eat?"

Odd wakes up from his slumber from the raised voice and looks up in a daze. "Huh?... What?"

"Principal's office. Now." She says more sternly.

The class laughs as he walks off in silent confusion, not knowing exactly what he did. Jeremie continued to focus on the teacher as class continued on as normal.

Back in the simulation, Kenthi goes after Kallen with a horrendous rage. "What the hell Kenthi?" She says as she doges his punches.

Kenthi growls as Kallen gets away from him, and fires his missiles. The missiles become guided by XANA to go after Kallen. She hits a dead end, and looks at the missiles in front of her. She tries to jump out of the way, and the missiles seem like for sure they are going to hit the wall, but suddenly XANA changes the properties of the missiles and they make a 90 degree turn upwards towards her.

She is struck by the missiles and receives an electric feedback, which travels to her body in real life. She tries to leave the machine but she is bonded by wires to the seat. She struggles to break free, but fails.

Lelouch figures out he is bonded as well, and knows finally what is going on. "This must be XANA's doing... now the entire academy is at risk. All thanks to that stupid Lyoko thing yesterday."

Suzaku approaches him in the simulation, "Kallen is in trouble, Kenthi is acting strange and is going after her!"

"What?"

Lelouch struggles even more to break free, but the wires are too thick. Lelouch thinks for a moment, and gets an idea.

"Mr. Armand! If you can hear me! Listen very closely!"

The teacher acknowledges his ability to hear him. "I hear you!"

"Ok! The system is infected with a virus called XANA, you need to free me from the wire bonds that they have us in by cutting the power to my machine."

"Easier said than done! I'm locked out!"

"Just crack the lock's algorithm!"

Mr. Armand nods and starts typing away, attempting to bypass the algorithm that prevents his ability to control the simulation.

Meanwhile, Kenthi finds Kallen as she heads towards Lelouch. "RUN LELOUCH, KENTHI IS CHASING ME!"

"What?" Lelouch exclaims as she flies past him.

Kenthi appears and starts attacking Lelouch. "I have you Lelouch!" Kenthi says as he grabs his mecha's leg and chucks him into the wall.

_Kenthi's voice... it's not natural..._ Lelouch thinks as he attempts to recover from the electrical feedback. Unfortunately, he is attacked again by Kenthi's energy cannons and his re-paralyzed.

Kenthi over looks him, and hears him laugh as he pulls back a punch that starts becoming charged in a dark red aura.

"Judging from the energy, I take it if I don't get out of here now, I'm a goner." Lelouch realizes as he struggles to move.

Kenthi throws his charged fist at Lelouch, "DIE!"

"Lelouch! I have control now! Break free!"

Lelouch yanks out of the bonds as he leaps from the machine. He feels the wires rip his skin apart as he becomes released. The punch makes contact with Lelouch's mecha and causes it to explode in the simulation. In real life his simulation computer goes hay-wire with electricity. Lelouch runs out of the pod just as it lights up an explodes from an overcharge of energy. He sits there in amazement and in shock, "So this is what XANA is capable of..."

In the simulation, Suzaku and Kallen have no idea if he made it out alive or not. "Lelouch?" Kallen asks with a desperate tone, hoping for a response. Kenthi laughs manically as he stands over Lelouch's mecha, shattered and scarred.

Kallen starts becoming enveloped in rage as she takes it all in. "KENTHI YOU BASTARD, I'LL KILL YOU!"

Kallen lunges towards him and he just steps out of the way, he slams his fist into her mecha's head and causes her to collide with the ground, back of the head first. Kallen is electrocuted from the recoil, and yells in pain.

Lelouch heir's her cries of pain, and makes his way to her machine. He sees her being slowly shocked to death.

"No one can hear you scream Kallen, It's over! I've won!" Kenthi says as he laughs once more, stomping her mecha repeatedly. Suzaku tries to intervene, but Kenthi summons wires in the simulation to stop him in his tracks.

Lelouch desperately tries to free her as he gets shocked as well. "KALLEN!" Lelouch shouts as he tries to free her.

Kallen hears him and tries to free herself from the machine. The electric shocks are now starting to cause her skin to blister, she cries in pain and feels helpless, Lelouch pulls with all his might, but the wires are too tight.

"I don't think so!" Suzaku says as he aims his slash harken at Kenthi. He fires and it strikes Kenthi in his leg he prepared to stomp once more into Kallen, and causes his leg to lock up and continue his onslaught on Kallen.

The electricity stops, and Kallen uses the remainder of her strength to break free with Lelouch still pulling. The force causes her to fly out of her seat and ontop of Lelouch, unconscious.

Lelouch pulls her under him and shakes her, trying to wake her up. "Come on, don't die on me damn it!"

Kallen comes to, and notices the position they are in just as he does. They blush, but suddenly Kallen's expression turns from soft, to anger. She throws him against the side of the wall. "The hell Lelouch? Don't ever do that! You scared me half to death!"

"Heh... glad to see your fine..." Lelouch looks away sarcastically as he slowly recovers from the pain of flying into the wall. Burnt and bleeding, he finds it hard to stand up. He eventually succeeds, but falls down again and shouts in pain.

Kallen goes to him and helps him up. "We need to get you to the infirmary now!"

"Yeah," Lelouch agrees with a weak tone of voice, "we need to... get a hold of Jeremie too."

Kallen hauls Lelouch off as XANA realizes that Kallen and Lelouch are making their escape. He cuts off his power from the simulation but not from the wires, and fully controls Kenthi's body.

Kenthi chases after them and stops them at the door. "What? Leaving so soon?"

Kenthi lunges after them, and separates them. Kenthi walks over to Lelouch and starts to kick him repeatedly, but Kallen pulls his leg, making him fall down. "Go on! I'll hold of Kenthi! Go warn Jeremie!"

Lelouch limps off though the door as Kenthi is restrained by Kallen. "NOOO!"

Lelouch now in the hallway, gets out his phone to call Jeremie. Of course, even Lelouch should have known that the electric feedback would kill his phone, because that's exactly what happened.

"...Should have known... now what?"

Lelouch thinks for a solution. Not memorizing the number by heart, he is forced to try and leave Ashford, and head over to Kadic.

XANA becomes aware that now with Lelouch out of the simulation room, he would need to go stop him and the rest of his friends at any cost. Unable to control much outside the room he is currently in due to the lack of resources he has. So he compromises.

Suddenly, XANA releases Kenthi from his possession and his spectre moves up into the ceiling.

"Uhh... what happened?" Kenthi says as he returns to his normal self. Kallen is confused by the sudden change. Then she finally realizes that XANA is behind all this from the sudden appearance of the black plume out of Kenthi.

Kallen becomes worried about what ever is going to happen next. She knows from Jeremie's briefing after they went to Lyoko that XANA is a self-aware multi-agent program, capable of calculating very precise attacks. She knows XANA wouldn't just leave.

In the security room in Ashford, XANA's spectre fills the room, and possesses the computer. Suddenly, all the doors in Ashford are locked, and activates the security protocols for a total lock down. His spectre leaves the computer and seeps back into the walls.

Lelouch tries to open the door to enter the hall, but soon figures out that XANA locked the doors, as does Kallen and Kenthi as she tries to open the door.

Kallen becomes stressed, "Locked, damn!"

Kallen realizes that the others are still bound in their machines. She knows it won't be long before XANA returns, so she comes up with an idea and runs over to the teacher, who is still trying to regain control of the simulation again.

"Mr. Armand! We need to get these students free from the wires! XANA has seemed to have disappeared but I don't know for how long!" Kallen warns him.

"I'm trying my hardest to free them as we speak, but I'm locked out again!"

Kenthi walks up calmly, "Let me have at it teach'."

Kenthi vigorously types away at the keyboard. At first nothing seems to happen, but eventually, XANA's control seems to slip away. Kenthi hits the enter key and all the wires go limp.

"There, wasn't too hard."

Lelouch, unable to open the door, contemplates a solution to this new problem. He decides to try the large windows on the right side of the corridor. They open.

Lelouch looks out and sees that he could scale the wall if it wasn't so flat. To make things worse, is that he is on the 5th floor. A fall from that height would be fatal, and Lelouch isn't so fond of being a pancake on the sidewalk below.

He thinks this though even more. He notes the breaker box on the wall near the door, he opens it and flips the switches to see if any of them open the door. They turn on and off various lights, but do not affect the door.

Lelouch knows that the door is magnetically locked, and the polarity is switched via an electrical impulse. On a whim, he assumes that if the lock were overloaded, that it would open. "...But where to get the electricity?"

Lelouch pulls out one of the switches covers and finds some exposed wires. he tugs on two wires that run parralell to eacother and notes how they have some elastic qualities in them, however not enough to pull it to the door, and he would need to expose the wire first anyways.

He searches around for some kind of sharp object, but comes up empty handed. Desperate, he breaks a plant vase and takes one of the shards. "Perfect for cutting." He says as he examines the edge of the shard.

He walks over to the wires and slowly cuts away at them. Fear piles in the back of his head as he thinks about what could happen if they cut off the lights and he couldn't't see, or if he would get electrocuted from cutting the wire.\

Luckily, neither happens. The wires are cut and exposed with no negative consequence, he notes as he carefully tugs away at it that he can only pull it 3 inches out of the box, and the door is about 3 feet away. He calculates that the wire would have to be one of the main wires and run along the wall for him to be able to free it far enough to reach the door.

Lelouch carefully uses the shard to cut away at the metal and plastic that holds the wires, using caution as he doesn't want to make matters worse than they already are.

Back in Lyoko, Aelita feels the pulsations of XANA all around her. She knows that XANA has long since activated a tower, but Jeremie isn't responding, being in class with his laptop shut, he is unable to hear her.

Aelita becomes overly worried. Perhaps XANA has Jeremie trapped, along with the rest of the Lyoko Warriors. Or even worse...

She caves into the tension of the situation, and runs out of the tower. She is aware of the risk, but she knows that the tower must be deactivated. For all she knows, Jeremie or anyone else could be majorly hurt, or even dead.

"Odd, you know that it's both against the rules and disrespectful to fall asleep in class!" Principal Delmas says to Odd in a stern voice.

Odd sits there trying to contemplate an excuse to tell the principal, but as soon as he opens up his mouth, the principle interrupts him.

"No excuses! No more! This is the eighth time this month, and not to mention you have been absent, skipping classes, and being an overall nuisance to the staff. You're getting a weeks worth of detention, and a little meeting with the facility and with your parents! Now report to Jim in the library immediately, he's expecting you."

Odd gets up in silence and walks out._ I don't believe this! A week of detention! _Odd thinks to himself.

Odd exits Delmas' office looking at the floor. Odd looks up and finds Jim there waiting for him, leaning against the wall with his back, and the biggest smirk on his face he had ever seen.

"I'm going to make sure you go to the library, and this is how it's going to go down. You are to report to me every day to serve 5 hours of detention until you have served all your time!" Jim says to Odd.

Odd stands there as Jim continues to speak in a rather rude and mocking tone, as his expression turns to that of dominance. "I almost feel sorry for you Odd, Mr. Delmas has been in a sore mood all week, you just so happened to push his buttons at the wrong time."

Back in Ashford, Lelouch has dissected the restraints, and freed the wires. He pulls the wires as far as he can, watching them unravel out of the box. Eventually Lelouch makes it to the door and touches the two wires together to make sure they still have a charge.

"Hope this works." Lelouch says as he pulls the wires to the locking mechanism.

The wires touch the box, but nothing happens. Lelouch has to break open the mechanism's case and expose the inner-workings in order to get the charge in there. He looks around for another heavy object, and finds the head statue of the founder of the academy. Made of pure marble, he figures it could easily break open the case.

He picks it up, and turns out to be heavier than he expected. He struggles a bit as he carries it to the door, and slams it against the case. It dents it as the head rolls onto the floor. He continues to bash the casing until it cracks open.

Dropping the statue, he proceeds to jam the exposed wires into the mechanism. The machine sparks as the light flashes green and red, locking and unlocking in a rapid rate. Eventually, the light goes black and the machine starts to emit smoke.

Lelouch drops the wires and pushes the door. It opens without problem. Lelouch sighs in relief, and runs down the hall. I just hope their isn't any more doors...

Lelouch suddenly encounters a hall lined with doors down it's entire length.

"Fuck!"

In the simulator room, Suzaku finally comes to as do most of the class. The machines are off to prevent any more of XANA's doing in the simulations.

"Is... is everyone alright?" Suzaku asks Kallen as he shakes off the drowsiness of being unconscious.

"Yeah. XANA ran off, but locked the doors, so now we can't get out." Kallen says to him.

"We gotta get out of here before he returns..."

Suzaku walks over to the door and pushes against it. He judges the mass of it and does some calculations in his head. He then runs back away from the door and runs towards it, and jumps.

He does a flying roundhouse kick into the door, and it makes a loud metal bang as his foot collides with the door. No dice. It doesn't even budge.

"Wow... XANA's got this door sealed tight." Suzaku says as he recovers from the pain of kicking a metal door at full force.

Suzaku looks around. "Hey... wheres Lelouch?"

"He made it out just fine... I just hope that the other doors aren't locked."

Suzaku examines the room some more, "There must be another way out..."

As Kallen and Suzaku look around, a spectre creeps around in the shadows. It snakes around back to Kenthi, and posses him.

"You guys aren't going ANYWHERE!" Kenthi says in his possessed tone.

Kallen and Suzaku turn around in shock. "Damn, too late!"

Kenthi dashes towards them and attempts to kick them both, but they both duck and he flies right past them. He lands and slides across the floor and comes to a stop.

Suzaku looks around again, and notices how there's a little room between the ceiling and the wires leading into it. "Kallen, we can get out though the ceiling! I think we can climb the wires up and crawl our way in."

"Where you figure it leads?" Kallen says as she doges Kenthi again.

"No idea, but it's not like we have any choice right now."

Kallen grab's Kenthi's leg as he tries to kick her again, and chucks him into a pod. "You go on Suzaku! I'll catch up!"

"Are you sure you can handle this guy by yourself?"

"We can't risk him following both of us! Go!"

Suzaku nods and starts climbing ontop of the pods. Kenthi growls and throws a punch at Kallen at full speed. It collides with her cheek and sends her flying into the ground. _Owww... _She thinks as she tries to get back up.

Lelouch kicks the door in front of him repeatedly in frustration. He calms down, then looks for another way. He notes the door that is of course locked that leads to the stairs going down. Not being able to find another well-placed statue, he knows he can't burst open the lock's case again.

He spots an elevator that did not close all the way as it locked. Lelouch walks up to it and tries to pull it open. It slowly slides and creeks as he struggles with his strength. Eventually, he stops, noting how it is just open enough for him to slip by sideways.

He sidesteps carefully into the elevator, and looks up at the escape hatch. He struggles to climb up to reach it, and eventually just reaches it and pushes it open. He grabs onto the ledge and pulls himself up on-top the elevator.

Lelouch sighs as he makes his way down the elevator shaft on the pertinence ladder. It gets progressively darker till it is hard for him to even see in front of him.

He sees a red light above an elevator door that says 1. He knows he finally reached the right floor to exit the building. He climbs over to the edge of the door and tries to pull it open. This time he doesn't have as much luck. This door won't budge, no matter how hard he tries.

Lelouch sighs as he tries to figure out his way out of this one. He looks to his left and notes a keypad with a key lock. Lelouch gets the hunch that he can deactivate the lock on the door if he could just figure out the password, and pick lock the key hole to activate.

He looks on his person for anything that could help, and he finds a paperclip by chance in his pocket. He smiles as he feels his luck turn around finally. Lelouch feels for the keypad, and tries typing in a number combo. The machine beeps and flashes red as it is incorrect.

Lelouch knows now its a matter of trial and error. He knows that its a 5 number combination, so he tries all the common combinations he knows with that many digits first.

Above Lelouch, the elevator creeks and swings. The stress and weight of the elevator was staring to wear down on the wire it is held by.

Aelita runs across Lyoko, without a monster in sight. She becomes suspicious as to why XANA has not sent any monsters after her yet.

Following the pulsations, she tracks down the tower. All she can do is hope that she doesn't run into anything that she can't run away from.

She sees the activated tower in the distance, glowing red as usual. However, there seems to be no monsters in sight. Aelita knows that it is probably a trap. So she takes cover behind a boulder and further examines her surroundings.

_Jeremie, where are you?_ Aelita thinks to herself as she starts to feel uneasy. Being away from the safety of the tower was one thing, but to be out furring a XANA attack made her safety even more at risk. She just hoped soon that he would appear, and comfort her with the asperity of help being on the way.

Kallen hits the ground hard after been forcefully chucked by Kenthi across the room. He walks towards her with an evil smirk . She struggles to get up as Kenthi approaches. She knows she has to get Kenthi out of XANA's control, somehow, and catch up with Suzaku.

Kallen is kicked in the gut by Kenthi as she stands over her, "Don't you know it's pointless to resist?"

Kallen coughs and grabs his arm. "That's what you think." She chucks Kenthi into the pod next to her and finds a loose wire that XANA had used to restrain one of the students. She grabs it and tries to wrap him with it, but he easily slips out and jumps behind her.

He swift kicks her to the side. She recovers quickly and looks at him with a more pissed off look. "I'll knock you out if I have to Kenthi!"

"Try me." Kenthi taunts as he runs towards her. He tries to punch her, but misses and is met with a powerful punch to the gut. Then to the head, and is thrown to the ground. Kallen breaths hard as she picks him up and slams him against the pod.

Kenthi pushes her off easily, and she collides with the wall. He tries to punch her again, but she dodges and runs off. He chases after her as she makes a turn. He reaches the turn and looks down the row of pods, and grunts to himself. He knows it is impossible for her to have already ran down the hall and make the next turn. Suddenly, Kallen jumps on Kenthi, one foot landing on the back of his head and one on his spine. The force of the collision causes him to become knocked out and out of XANA's control.

"Normally I would have enjoyed knocking you out Kenthi..." Kallen says as she climbs the pod to get up to where Suzaku got out.

Lelouch finally gets the right pass for the door as it beeps a different tone and flashes green. He tries to pull the door open. However it still does not budge. He now knows that he has to also pick the lock successfully and enter in the password at the same time.

He pulls the paperclip to a point and sticks it into the keyhole. He jumbles around with it and gets a feel for the lock. He fiddles around for the sweet spot in the lock as he feels his heart pound against his chest.

Suddenly a spectre appears and floats above the failing wire on the elevator. It zaps the wire until it becomes weak enough to start to release the elevator. It creaks and makes a horrendous screeching noise as it starts to slide down.

Lelouch hears it and sees the sparks above him. "Damn, out of time!'

He desperately searches for the spot in the lock as the elevator starts to fall down the shaft, scraping against the wall with it's breaks, which also start to fail.

Suddenly, one of the breaks fail and pop out completely and hits Lelouch in the head. Luckily it was just a rubber wheel, and not any of the metal parts. The elevator now slides down faster, causing even more hot sparks to fly.

Lelouch starts to shake in panic. The elevator is only three floors above him now and approaching fast, ten more seconds and he's as good as dead.

Lelouch finally finds the spot in the lock as he hears it click. He enters in the password as the sparks start raining on him, the elevator coming down faster as the other breaks fail.

He hits the enter key and the green light goes off as he presses in the spot with his paper clip. It beeps three times and the door comes open just a little bit, being jammed by an electrical anomaly. It was a trap all along.

He tries desperately to open the door, and feels his adrenaline pump as the elevator gets louder as it comes down on him. He hits his fight or flight instinct, and his body releases enough energy to get him to pull open the door.

Suddenly, Suzaku jumps out of the darkness and collides with Lelouch as they fall out of the elevator shaft. The elevator's breaks completely fail and cause the elevator to totally free fall down the shaft. They hear the elevator whiz down as it passes the door, and collides with the ground on the bottom.

"That... was close..." Lelouch mutters to himself as he gets up. Luckily they are in the hallway where the walls are basically all glass. Suzaku takes a plant vase and chucks it at the window and breaks it, they run out, glad to be free from that hell hole.

They run towards Kadic as fast as they can. Lelouch looks at Suzaku, "How the hell did you get out?"

"Kallen is holding off Kenthi, we gotta hurry, I didn't see her behind me!"

Odd sits in the library with Jim, quietly. He reads a book about dogs as he wonders how Kiwi is holding up in his room. He turns to a page which just so happens to feature a dog that looks just like Kiwi, making him want to be with his dog more.

Odd looks at Jim who is reading his favorite comic about sumo wrestling heroes. Odd tries to sneak out of the room, but as soon as he reaches the door, Jim raises his finger. "Leave and you'll have more than just a month of detention on your hand."

Odd laughs nervously as he walks back to his seat and continues to read the book he got. This is so boring, I wonder what pushed Delmas to be such a jerk today.

Suzaku and Lelouch finally make it to Kadic. They have not ever been here before, and didn't know the Lyoko Warriors' schedules, so they knew they had to find Jeremie, or any of the others, fast.

"I'll go this way, you'll go that way!" Suzaku says to Lelouch. Lelouch nods as one runs off into the main building, and the other towards the library.

Jeremie and Ulrich sit in their class as the teacher gives a lecture on how chemicals can effect the flow of electrons and create various signals. On her desk was a robot, capable of moving and turning, and that also created various volt arcs above it dependent on how much charge it receives. Connected to it is a holder that allows for different closed tubes of chemicals to sit on to be acted on by conductors.

As Jeremie and Ulrich are too busy to notice, a spectre slithers across the surface of the desk and enters the robot. It shakes and startles the class, and Jeremie knows instantly what is causing it as it's eyes glow the familiar red symbols. XANA has possessed the robot. It flings an arc into Jeremie's desk, igniting his papers, and he takes cover as does the rest of the class. Ulrich gets under his desk as well.

The robot flings more arcs of electricity into the air as it terrorizes the class. Jeremie gets out his laptop and opens it up. Aelita detects his presence finally. "Jeremie! I'm so glad your ok! I thought something bad had happened to you! XANA has activated a tower a long time ago!"

"How long ago? I'm just now being attacked by XANA!"

"I'd say... an hour or two?"

"What? What could have XANA been up to all this time?"

The class screams loudly and Suzaku, who is now in the Science Building, hears the screaming. He dashes towards the room and looks though the door's window. He sees the robot shocking towards the tables.

Suzaku bursts in the room and shouts at the robot. "YOOHOO, XANA, OVER HERE!"

The robot looks towards him, and attempts to shock him, but misses as he steps back. The robot goes after Suzaku and he runs down the hall. Jeremie runs out of the room with Ulrich, unscathed in the opposite direction. Jeremie looks towards Ulrich. "Ulrich, you have to call Yumi and tell her to get to the factory pronto! I'll call Odd to have him come help you out." Jeremie says takes out his cell and calls Odd. "Ok Jeremie!" Ulrich responds and dials Yumi's number.

In the library, Odd's cell vibrates. Luckily Jim doesn't notice, so he takes it out. "Yeah?"

"Odd, it's Jeremie, XANA has activated a tower, we have to get to the factory immediately, he may have already done irreversible damage by now."

"Bad timing, I'm stuck in detention..."

"Hey! No phones!"

Odd hangs up, "Sorry Jim!"

"Odd? Odd!" Jeremie hangs up as he continues running.

Ulrich reaches Yumi, who is in her English class. "Yumi, you have to head to the factory right away. XANA is attacking the school with a crazy robot. I'll be there soon with Jeremie, just hurry!"

"Ok Ulrich." Yumi says as he hangs up.

"Can I go to the infirmary?"

"Go ahead Yumi."

Yumi runs out of the class and runs as fast as she can to the park to get to the factory.

Suzaku runs as the robot slowly follows him. He hides behind a corner, and breaths in relief.

"Excuse me, but aren't you a student at the Ashford Academy? You're supposed to be in their school right now, not ours."

To Suzaku's luck, he just so happened to run into Mr. Delmas.

"I'm sorry, but who are you again?"

"I'm the Kadic Academy principle, Jean-Pierre Delmas, and you my fine friend are trespassing! I'll give you 10 seconds to get out of my sight and leave the school before I call the police!"

Just as Delmas finishes, the robot catches up to Suzaku, and launches an arc that whizzes right past the both of them.

They both jump as they turn towards the robot. The robot launches another ark and hits Suzaku, shocking him to the ground. Delmas backs up slowly as the robot approaches him. Suzaku recovers just as the robot fires a bolt at him and knocks him out completely. He grabs the robot and chucks it against the wall, causing one side of its wheels to break.

The robot slowly tries to go after him but Suzaku kicks it and causes it to break completely when his foot jabs into it's core. It causes a discharge around it, but eventually turns off.

Suzaku looks at it for a moment, then looks at Delmas. He figures that if he stuck around to help him, Delmas would still get the police involved. He checks his pulse to see if he is ok, and his pulse returns slow but normal. Suzaku runs off, hoping that Delmas will be ok.

Lelouch arrives at the library and runs in to find Odd sitting there. He runs to him as Odd looks at him confused. "There's an attack, we gotta go to the factory. Now."

"Sorry, Odd here has detention, he can't go anywhere, so get lost." Jim says to Lelouch.

Lelouch looks at Jim. "You have no idea whats at stake here, we need to go now."

"Look kid," Jim says as he stands up, "I don't know who you are, but obviously your from Ashford judging by your uniform? Am I correct?"

"Yeah that's right."

"That means, you're not supposed to be here. I suggest you run on back to your school before I call the police for trespassing and eventually truancy!"

Lelouch tightens. You incompetent fool.

Lelouch pulls Odd away and they both run off.

Jim gets up and runs after them, "Hey! You two get back here now!"

Yumi and Jeremie reach the factory at last. "Yumi, did you see Ulrich or Odd anywhere?"

"No, I haven't seen them at all!" Yumi says panting as they run to the wires and swing down to the elevator.

They make it down to the supercomputer and Jeremie runs to jump in the seat of the super computer.

Aelita's window appears, "Jeremie, I got company!"

Aelita is approached by two kankrelats, she backs up into the rock she was taking cover behind.

"Yumi hurry," Jeremie says as she presses the elevator button to go down, "Aelita is in trouble!"

Yumi arrives in the scanner room and enters one of the open scanners, which starts to warm up as she enters it.

"Aelita is under attack by XANA's monsters, I'm going to materialize you right too her."

Yumi looks up as the scanner door closes. The scanner activates as Jeremie starts up the Virtualization process.

"Transfer Yumi. Scanner Yumi."

She feels the air rush up in the scanner as she closes her eyes to the bright lights inside it.

"Virtualization!"

Yumi starts to Virtualize in Lyoko as Aelita runs away from the kankrelats. She lands in between her and the monsters. She throws her fan at the kankerlats and slices them both in their weakspot, and they both explode.

Jeremie finally gets a second to ask Aelita a question. "Aelita, one question. Why did you try to go to the tower by yourself?"

"I didn't know if you guys were in trouble, so I couldn't wait anymore. I had to try to deactivate the tower."

Two hornets suddenly appear on radar and head towards Yumi and Aelita.

"There is two hornets on their way! Get to the tower!" Jeremie exclaims.

Aelita and Yumi look at eachother and nod, then run towards the activated tower with the hornets hot on their trail.

Suzaku finally makes it to the factory just as Ulrich appears out of the sewer with Odd and Lelouch. They all run together to the elevator, and go down.

Once at the first floor down, the door opens.

"The cavalry has arrived!" Odd exclaims.

"Ha ha, very funny," Jeremie says as he adjust his glasses, "where have you guys been?"

Odd sighs, "Delmas gave me a detention for a week, and I was stuck in it right away with Jim, Lelouch got me out right away."

Lelouch steps forward, "XANA attacked Ashford. It was a mess, he tried to take out Kallen, Suzaku, and I all at once in our simulation we were doing. We almost died!"

Jeremie looks at them seriously, "Why didn't you call?"

"XANA fried our phones. Electrical feedback from the machine caused them to die."

Jeremie nods and turns back to his computer, "You guys better get going fast, I'm sending in Odd and Ulrich in first, then I'm sending in you and Suzaku in."

Jeremie automatically activates the elevator to go down to the scanner room, as the door closes, Odd comes across a thought. _I wonder what happened to Jim?_

Meanwhile, Jim is outside the entrance to the tunnel, not noticing the manhole at all. "Odd! ODD! You get over here right now! You are so suspended once I get my hands on you!"

In Lyoko, Aelita and Yumi run towards the tower, only to be cut off by two krabs. They start firing immediately at them as do the hornets. Yumi throws her fans at both the krabs, and misses them. She catches the fans and throws them at the hornets. They hit one and cause it to explode as the fans return to her.

"Virtualization!" Jeremie exclaims as Odd and Ulrich appear in Lyoko.

The two krabs start firing at them as Aelita runs in between their fire. The krabs find it hard to focus on all of them at once. Ulrich super sprints over to one of the Krabs and tries to impact it, but misses and hits the tower instead. He collides with the tower and falls ontop of the krab he intended to hit, and wakes up as it tries to shake him off. He jumps off and tries again.

Just as Aelita is about to enter the tower, a megatank blocks her path and opens immediately to fire.

Odd destroys the other hornet, and five more appeared to replace them. He continues to fire at them. "Talk about a swarm!" Odd exclaims as he hits one of them and it explodes.

"Hold on, I'm going to virtualize Suzaku and Lelouch..." Jeremie says, but he hears something land in the elevator shaft. The door starts to be forced open and he hears the growl of someone who is possessed by XANA.

"We got company! Lelouch and Suzaku," Jeremie says, "use the hatch above you to get to the computer room stat! I got a problem here!"

Lelouch and Suzaku nod as they look at the hatch high up above them. Suzaku nods and runs up the wall and jumps on the hatch's handle. He twists his body to slowly open the hatch by rotating the handle.

The door starts to crack open as a shadowy face appears, a face with red hair.

Jeremie turns around and looks at the door, "K... Kallen?"

They had completely forgotten about Kallen over at Ashford. XANA had used the opportunity to possess her.

In Lyoko, two more krabs join the party and start firing at the group. Odd takes out three more hornets, and tries to fire at the other krabs. But he soon realizes he is out of ammo.

"Jeremie," Odd exclaims, "I need more ammo!"

Jeremie nods and starts up the program to refill his arrow supply, "Working on it now! Kallen is possessed, so I don't know how much longer I have before she opens the door!"

"Great! Just great!" Ulrich says. He signals Aelita to take cover, and he super sprints to a krab. "Impact!" Ulrich shouts as he stabs the krab in it's weakpoint, he jumps off and lands, just as it explodes. Ulrich's victory is short lived as he is hit by a krab's lazer, losing life points as he lands on the ground on his side.

"LAZER ARROW!" Odd shouts as he fires at the megatank that is charging up. He hits it dead on and it explodes. Just then, two more megatanks appear.

"This is terrible! Why is XANA trying so hard to protect the tower?"

"I wish I knew Odd," Jeremie replies, "Whatever it is, it's no good."

In a room deep in the basement levels of Ashford, a whole line of terminals lay dormant. A spectre suddenly appears from the wall and enters the terminals, which all obtain the XANA symbol and activate.

Data streams from the terminals and are stolen then sent into a bubble in the spectre, like a vampire sucks blood out of it's victim.

Kallen finally opens the door as the hatch is opened as well. Suzaku falls off and kneels below it. "Lelouch, run over here and I'll vault you up to the computer room."

Lelouch nods as he runs towards Suzaku with as much speed as he can, and Suzaku gets ready to vault him upwards.

Kallen growls, and her XANA eyes flash as she approaches Jeremie. She grabs Jeremie and throws him against the wall and laughs. She slowly approaches him again as Jeremie moans in pain.

Aelita is then attacked by 3 hornets and is hit in her arm, and runs over to Odd who fires his last arrows into the hornets. He turns around and tries to fire at the other ones that are flying towards him, but he is out of ammo. They fire and they jump out of the way. "Jeremie! I'm out of ammo again! I can't keep up like this! … Jeremie?"

Kallen kicks Jeremie in the ribs mutable times, just as Lelouch is vaulted into the room and lands. He looks over to Jeremie and notices that Kallen is kicking him. "Kallen what the hell are you doing?"

Kallen turns around and growls at him, revealing that she is possessed by XANA.

Lelouch growls and gets ready to face her, "I see I have no choice."

Kallen dashes towards Lelouch and throws a punch, but misses. Lelouch tries to get a hold of her, but she kicks him in the shin, and then kicks him across the face. He lands on the ground and groans in pain.

Odd and Aelita run away from the tower as three kankrelats chase them. They fire and hit Aelita and Odd. Aelita trips and Odd falls on his face. The kankrelats stop and aim at Aelita, but are diced by Yumi's fans.

At the tower, four krabs protect it as 2 megatanks block anyone from getting close, as two squadrons of hornets fly around pushing the team back.

Jeremie comes to, and limps towards the computer as Lelouch is in a choke hold. Lelouch kicks around to try and break free, but can't escape her clutch.

Suzaku then comes in and kicks her in the side with a flying kick, and sends her flying, releasing Lelouch. Lelouch coughs as he tries to regain his breath.

Odd runs at three hornets who are chasing Aelita and tries to jump on one of them, but gets shot mid air, and is devirtualized. He appears in a scanner and falls to his knees.

Jeremie gets frustrated, "Sorry Odd, I just got back to the computer. Kallen's possesed by XANA."

"Kallen? Great..." Odd says as he tries to recover from pain.

Yumi and Ulrich stand together as Yumi throws her fans and destroys the hornets that devirtualized Odd. "Thats one group down..." she says as she notices the other hornets approaching fast.

Odd gets up to the computer room to find Kallen had chucked Jeremie out of his chair, and threw Suzaku against the wall. Lelouch runs towards her, but she just kicks him hard, making him fall on the floor.

"Hey crazy! Over here!" Odd exclaims trying to distract her.

Kallen looks over and runs towards Odd. Odd runs out of the elevator and has her chase him around the computer room. Jeremie gets back in his seat again, and looks over at Lelouch who is helping Suzaku up. "You guys need to get to Lyoko fast! Things are really starting to heat up there!"

They nod and use the hatch to jump down into the scanner room. They enter their scanners, and they close immediately.

Kallen, has Odd in a choke hold, but suddenly becomes un-possessed and the spectre rushes over to Jeremie's computer. It bugs up the controls so that Suzaku and Lelouch are stuck in transfer phase.

"XANA just bugged up my computer, he is trying to stop Lelouch and Suzaku from being Virtualized!"

"Don't worry Jeremie," Ulrich says, "we got this."

Yumi throws her fans at the hornets as Ulrich goes after the megatanks. The fans slice though two of the hornets and make them explode. The other one fires and hits Yumi in her chest.

Yumi groans in pain as the hornet fires again and misses. She grabs the fans and throws them at the hornet, one misses but the other one cuts off it's wing. It lands in front of Aelita, who proceeds to kick it off into the digital sea.

Ulrich impacts one of the megatanks as the other one fires. He somersaults off the one megatank as it explodes and doges the fire of the other one. His weapon hits the ground, and he super sprints to pick it up. Then he super sprints off just as the krabs arrive. The megatank goes after Ulrich as he runs to Yumi and Aelita.

Jeremie types away and tries to get his computer un-bugged. He fights with XANA over algorithms and processes. Eventually, he gets Suzaku and Lelouch virtualized, but is still unable to see whats going on or even communicate with them.

Strange enough, only Suzaku is virtualized right away. He lands right in front of the megatank and stops it's advance. It opens up and charges right away. "Aww come on, I just got here!"

Suzaku runs off as the megatank fires. Yumi, Ulrich, and Aelita dodge the blast and run to flank the megatank. Suzaku runs to the tank and stops noticing Yumi readying her fans. The megatank gets ready to fire and he steps backwards and notices the krabs approaching. Yumi unleashes her fans and they hit the tank dead on it's weakpoint and devirtualizes it before it fires.

Suzaku runs to the krabs and they fire at him, he does a low kick to one of the krabs' leg and causes it to topple over. He kicks the weak point and runs off to the other krabs which fire at him. He tries it again but is hit by a megatank's blast and is devirtualized.

Yumi throws her fans at one krab and Ulrich impacts the other. Both crabs explode and the megatank that just took out Suzaku opens up and charges. Cornered between it and the virtual sea, with Aelita in the middle, it fires and Ulrich holds off the blast long enough for them to get away. He notices he is getting closer and closer to the virtual sea, and since he does not want to risk being permanently virtualized, he lets the tank's blast win and devirtualize him instead.

Jeremie continues to try and regain control of his super computer, but is having trouble keeping up with XANA. "Guys, I can only speak to you for a few moments, but XANA is a flawless program! I can't keep control of the super computer for long! You need to deactivate the tower now!"

Yumi and Aelita nod and they rush to the tower. The megatank tries to go after them, but it gets stopped by Yumi who stands her ground. The megatank goes around her and opens. It charges up a shot aimed at Aelita. Yumi tries to attack it with her fans, but is devirtualized by a kankrelat's shot.

Lelouch is virtualized right in front of the megatank, as another Kankrelat shoots Aelita in the foot and halts her progression.

Lelouch throws his katana at the other Kankrelat, and hits it dead on. But fails to notice the megatank. It fires, but misses him, and the blast goes towards Aelita. She rolls out of the way as the blast hits XANA's tower. The megatank aims at Aelita again as Lelouch is cornered by two more additional Kankerlats. He looks over at the megatank, and knows defeat is approaching.

Lelouch, weaponless, falls to his knees. He reaches out to the megatank in desperation. "I command you! Stop!"

Suddenly, The symbol for Geass appears on the screen on his helmet. A powerful pulse echos from him and hits the megatank. The megatank's weak point glows a violet red and it stops charging, and the symbol of Geass appears on it instead. It just sits there, and does absolutely nothing.

Everyone is shocked. It seemed that the megatank obeyed his command. This victory was short lived as Lelouch was executed by the kankrelats. Thus making his control on the tank stop.

Aelita used this opportunity to run into the tower before the tank could even charge.

Aelita steps into the tower as XANA collects 90% of the data he wanted according to the screens under his control. She floats up to the top and puts her hand on the terminal, and enters in Code Lyoko. The tower is deactivated right as XANA gets 99% of the data he wanted.

XANA's spectres disappear, and Jeremie's computer returns to normal.

"Return to the past now."

"So apparently XANA is after us and Ashford Academy as well?" Kallen asks Jeremie. They are all together again, to recap on what happened.

"That is true, so now we need to worry about XANA there as well." Jeremie responds.

Lelouch looks troubled, "I wonder what XANA was really up to... makes you wonder what exactly he is up to."

Aelita smiles at them though the computer as they all look troubled, "Well whatever it was, XANA lost this round, I'm sure of it, so lets enjoy this victory."

"While it lasts." Suzaku adds. "While it lasts."


End file.
